These
Terms and Conditions outline and define the relationship between
Churchill Downs Technology Initiatives Company, (“CDTIC” which
is doing business as “TwinSpires) and affiliates that participate in
the CDTIC Affiliate Program.

These Terms and Conditions are subject to change at the sole discretion
of CDTIC and any such change will be communicated to you in accordance
with Section 1.1 below.

IMPORTANT: READ THIS ENTIRE DOCUMENT CAREFULLY BEFORE ACCEPTING THESE
TERMS AND CONDITIONS AND PARTICIPATING IN THE CDTIC AFFILIATE PROGRAM.
WE ADVISE THAT YOU PRINT AND KEEP A COPY OF IT (AND ANY UPDATED
AGREEMENTS) ALONG WITH OTHER IMPORTANT INFORMATION THAT
WILL BE SENT TO YOU REGARDING YOUR AFFILIATE ACCOUNT.

IF YOU DO NOT AGREE WITH AND ACCEPT THE TERMS AND CONDITIONS AS IS (OR
ARE NOT AUTHORIZED TO DO SO) YOU MAY NOT JOIN THE CDTIC AFFILIATE
PROGRAM. IF YOU ARE ALREADY A MEMBER OF THE CDTIC AFFILIATE PROGRAM AND
DO NOT ACCEPT THESE TERMS AND CONDITIONS, OR IF
YOU WOULD LIKE TO TERMINATE YOUR PARTICPATION IN OUR PROGARM, PLEASE
EMAIL US AT
info@TwinSpiresaffiliates.com.
IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS AND CONDITIONS PLEASE CONTACT US at
info@TwinSpiresaffiliates.com.

YOU MUST BE AT LEAST 21 YEARS OF AGE TO JOIN THE CDTIC AFFILIATE PROGRAM.

These Terms and Conditions along with your completed CDTIC Affiliate
Registration Form, the CDTIC Marketing Rules, the CDTIC Terms and
Conditions and any other guidelines or additional terms we provide to
you via email or our site, together with the associated
Payment Plan (collectively, the "Agreement") contain the complete terms and conditions that apply to your participation in the CDTIC Affiliate Program ("Affiliate Program").

In the event there is a conflict between these Terms and Conditions and
any other document or communication, these Terms and Conditions shall
control, unless such conflicting terms are expressly referenced as a
variation to these Terms and Conditions.

Given
that CDTIC operates in a highly regulated industry, you consent to
CDTIC performing a background check on you and your company
and partner(s) or shareholders if applicable.

Currently the only Sites offered within the Affiliate Program are:

TwinSpires.com

No other products, services or brands of Churchill Downs Incorporated are permitted.

Where used in these Terms and Conditions, references to:

(i) "you", "your" and/or "Affiliate" mean the individual or entity that
applied to operate as an affiliate and for payment purposes on our
registration form as submitted on our website ("Affiliate Registration
Form"); and

1.1 This Agreement shall govern the relationship with
you in relation to the CDTIC Affiliate Program. Affiliates may not
participate in our “Refer a Friend” Program.

1.2 When you indicate your acceptance of these terms
and conditions on the CDTIC Affiliate Registration Form, you agree to be
bound by all of the terms and conditions herein and in the Agreement
(as amended or modified from time to time in
accordance with Section 1.3 below).

1.3 At our sole discretion, we may make changes or
updates to any of the terms and/or conditions contained herein at any
time, by either (i) emailing you a change notice and/or (ii) by posting
the updates or changes on our Website. Except in
the case of modifications relating to fraud prevention, or where there
is a mistake in the Agreement which shall be effective on the date of
posting or the sending of such notice, all modifications will take
effect 14 days after the date of posting or sending
of any such notice. It is your responsibility to visit the Website
frequently to make sure you are up to date with the latest version of
the Agreement and its provisions. IF ANY MODIFICATION IS UNACCEPTABLE TO
YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT.
YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING SUCH 14
DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION. See
Section 5 below for termination provisions.

1.4 Notwithstanding Section 1.3 above, we may contact
you with promotional information and unless you notify us otherwise, you
will be deemed to have agreed to take part in such promotion and the
terms of such promotion shall be incorporated
into the applicable Payment Plan and this Agreement for the duration of
such promotion, or until terminate your participation in the CDTIC
Affiliate Program pursuant to the terms herein.

2. DEFINITIONS AND INTERPRETATION

In this Agreement, references to the following words shall have the meanings set out below:

2.1 "Affiliate Accrual" is the amount due and payable
to you, as calculated based solely on our data and in accordance with
the terms of the Agreement.

2.3 "Affiliate Portal" means the portal of the Website
that is accessible to you (you may need to access some parts of this
portal by logging on with the security code we assign to you when you
signed up as a participant in the Affiliate Program
and associated password) and that provides certain members only
functionality, including facilities to check relevant statistics,
register sub-affiliates, update your profile, create additional tracker
IDs and bonus codes, and select banners and/or text links.

2.4 "Banners" and "Text Links" means the graphical
artwork or text that includes tracker IDs and bonus codes that are made
available to you by us in the Affiliate Portal and that you may use to
connect players to our Services from your website
(or other electronic method).

2.5 "Brand(s)" means the brands represented by CDTIC
Affiliates and mentioned in the Brands and Revenue sections of the
Affiliate Program. Brands include the "TwinSpires" brand used in
association with online wagering on horseracing.

2.6 “Chargeback”
means an invalid, fraudulent or disputed credit or debit card payment,
including but
not limited to, where the credit card company or the paying bank has
claimed payment back from us, or where the customer claims payment back
because of fraudulent use.

2.7 "Fraud Traffic" means deposits, revenues or traffic
generated on the Services through illegal, questionable or
inappropriate means or any other action committed in bad faith to
defraud us (as determined by us in our sole discretion), regardless
of whether or not it actually causes us harm, including but not limited
to deposits generated on stolen credit cards, collusion, manipulation
of the service or system, bonuses or other promotional abuse, creation
of false accounts, accounts directed or set
up to bet minimum amounts, and unauthorized use of any third-party
accounts, copyrights, trademarks and other third-party intellectual
property rights (that, for the avoidance of doubt, include our
Intellectual Property Rights) and any activity that we determine
in our sole discretion constitutes fraud traffic.

2.8 "Intellectual Property Rights" means rights to all
existing and future patents, trademarks, service marks, trade names,
trade dress, trade or business names (including domain names),
registered designs, copyright (including rights in computer
software), moral rights, database rights, format rights, know-how,
trade secrets and rights of confidence and all rights and forms of
protection throughout the world of a similar nature and any such rights
(whether or not any of these is or are registered
and including applications for registration), and any extensions and/or
renewals thereof.

2.9 "Marketing Materials" means only those Banners and
Text Links and any other marketing materials (that may include Our
Marks) that have been provided or otherwise made available to you by us
and/or pre-approved by us.

2.10 "Minimum Required Deposit" means the minimum
amount required to open a Player Account as indicated at the time of
registration on the TwinSpires.com site. Total deposits must then add up
to a cumulative deposit for each player in order
to satisfy the qualifying criteria established by your Payment Plan
when the total amount of the first deposit that is required for your
payment plan exceeds the minimum deposit that is required to be a
TwinSpires.com player. Notwithstanding any other provisions
contained elsewhere in this Agreement, we reserve the right to alter
the amounts mentioned within this Section 2.10 at any time by virtue of
placing notice on the Site. All amounts are calculated in United States
dollars.

Any new player
tagged
to an affiliate must meet a minimum deposit specified in the TwinSpires
Addendum before commission will start being paid to that affiliate
account. If the new player from an affiliate
claims a free money (no deposit) offer, that player still must meet the
applicable minimum deposit set forth in the TwinSpires on top of the
free money that was placed in the player’s account.

2.11 "Our Marks" means the words "TwinSpires", and
"CDTIC Affiliates" and/or any logo, mark, domain name or trade name that
contains, is confusingly similar to or is comprised of Our Marks or any
other name or mark generated or owned from time
to time by us or our parent entity, Churchill Downs Incorporated or any
of its subsidiaries.

2.12 "Payment Plan" means the payment plan CDTIC has
made available to you and you have accepted under which we have entered
into an agreement to pay you either:

2.a
plan where we pay you based on the number of Real Money Players that you introduce via your Tracker ID and/or Bonus Code ("Per Sign-up Plan" or “Cost per Action”), or

3.any
other plan notified or agreed by us in writing from time to time.

2.13 "Player
Account" means a uniquely assigned account that is created for a Real
Money Player when he/she successfully registers, as solely determined by
CDTIC, using a valid Tracking URL or Sign-up Bonus Code.

2.14 "Real Money Player(s)" means any person who is
attached to your Tracker (or if applicable, your Sub-Affiliate’s
Tracker) who successfully funds an account, and: (i) has not been a
player with us before; (ii) is not located in a Restricted
Territory and not under the appropriate age; (iii) who has made the
Minimum Required Deposit required by our websites as specified in the
TwinSpires attached hereto (iv) is accepted as a player under any
applicable sign up or identity verification procedure
which we may require; (vi) has adequately fulfilled any other
qualification criteria that we may introduce from time to time; and
(vii) has qualified for CDTICs Affiliate commissions. Notwithstanding
any other provisions contained elsewhere in this Agreement,
we reserve the right to alter the above-mentioned qualifying criteria
at any time by virtue of placing notice on the Site or emailing a change
notice.

If
you are paid by CDTIC on a Revenue Share basis and you do not introduce
any Real Money Players for a period of three (3) consecutive months,
CDTICreserves the right to
suspend your percentage of Net Revenue in respect of Real Money Players
introduced by you until you introduce a total of two new Real Money
Players, at which point (after the introduction of the third Real Money
Player) your rate of commission will revert
to the level it was before it was reduced in accordance with this
clause.

2.15 "Restricted Territory(ies)" means any country
outside of the United States of America and those states or territories
where TwinSpires don’t accept customers from at the time in question.

2.16 "Services" means any product or service offered to Real Money Players on our Sites.

2.17 A "Sign-up Bonus Code" is a unique alphanumeric
code that we may make available to you upon request to provide to
prospective Real Money Players. When entered, the system automatically
logs the Sign-up Bonus Codes and records you as the
Affiliate in relation to the relevant Player.

2.18 "Sites" means the websites designated in this
Agreement (currently TwinSpires.com) and each of its related pages
through which a Real Money Player opens a Player Account and/or accesses
our Services.

2.19 "Sub-affiliate" means a person that you have
referred to (and that has successfully joined) our Affiliate Program in
accordance with the terms of this Agreement.

2.20 "Sub-affiliate Accruals" means the Affiliate Accruals due to any Sub-affiliate as set out in their chosen Payment Plan.

2.21 "Term" means the period from the date that you
acknowledge and accept the terms of this Agreement by indicating such
acceptance on the Affiliate Sign-up Form, until such time as this
Agreement expires or is terminated in accordance with
its terms.

2.22 "Tracker(s)" means the unique Tracking URL or
Sign-up Bonus Codes that we provide exclusively to you, through which we
track Players´ and Real Money Players´ activities and calculate
Affiliate Accruals.

2.23 "Tracking URL" means a unique hyperlink or other
linking tool for referencing our Site or Services through which you
refer potential Real Money Players. When the relevant Real Money Player
opens their Player Account, our system automatically
logs the Tracking URL through Tracking Cookies and records you as the
Affiliate.

2.24 “Tracking Cookies” will be the tool used to tag a new player to an affiliate’s account. CDTIC Affiliates
program is open to affiliates directly at www.twinspiresaffiliates.com,
via the Commission Junction network, or any tracking tool of our
choosing. A player will be tagged to the affiliate whose tracking cookie
was last placed and measured by our tracking on their computer or
device, regardless of where they registered an affiliate
account.

2.25 "Unauthorized Communications" means any email or
other electronic communication you are not authorized by us to send that
markets, promotes or that otherwise refers to us, the Site or our
Services, or that contains Our Marks and is not
within the Approved Marketing Materials.

2.26 "Website(s)" means the CDTIC Affiliate website
located at the URL http://www.TwinSpiresaffiliates.com and at any URL
with which we replace such URL from time to time (and such other web
addresses including RSS feeds that are owned, operated
or controlled by or on behalf of us from time to time and that make
available such website) and each of its related pages.

3. TERMS & CONDITIONS

3.1 Identity and Disclosure. You shall provide true and
complete information to us when completing the Affiliate Registration
Agreement and promptly update such information if all or any part of it
changes. You shall also provide us with such
other information as we may reasonably request from time to time,
including accurate and completed W-9 or W-8BEN forms.

3.2 Marketing Activities and Responsibilities. You
shall market to and refer potential Real Money Players to the Sites
unless they have opted out of receiving communications from you. You
will only utilize the Marketing Materials or any other
pre-approved materials for such communications or advertising.

TwinSpires is committed to providing a secure account wagering service.
Part of our service to customers is to protect them. Spam, including
unsolicited commercial email, unsolicited bulk email, mass email, and
junk email, is a message that advertises goods
or services that you send to someone without their prior consent or in
the absence of a previous relationship, is prohibited. Any Affiliate who
is found or is expected to have spammed while participating in the
CDTIC Affiliate Program will be terminated from
the CDTIC Affiliate Program and forfeit any payments earned or owed.

You are strictly prohibited from bidding any Churchill Downs
Incorporated Marks as part of a PPC or Pay Per Click Campaign with any
search engine or other entity that is not part of this program.

Churchill
retains title and all intellectual property and proprietary rights in
the Marks. No license under any trademark, patent
or copyright, is either granted or implied by this program

You will be solely liable for the content, cost and manner of such
marketing activities which must be pre-approved by us. All such
marketing activities must be professional, proper and lawful under
applicable rules, regulations or laws (including any laws in
relation to the content and nature of any advertising or marketing) and
otherwise comply with the terms of this Agreement. You shall not
yourself, nor shall you authorize, assist or encourage any third party
to:

·3.2.1 Place
Marketing Materials on any online site or other medium where the
content and/or material on such website or medium is potentially
libelous, deceitful, malicious, discriminatory, obscene, unlawful,
sexually explicit, pornographic or violent or that is, in our
sole discretion otherwise unsuitable.

·3.2.2 Develop
and/or implement marketing and/or public relations strategies that have
as their direct or indirect objective the targeting of marketing of us,
the Sites and/or the Website to any persons who are less than 18 years
of age (or such higher age as may apply in
the jurisdiction that you are targeting), regardless of the age of
majority in the location where you are marketing.

·3.2.3 Breach
any Electronic Marketing Rules that we may provide, or any law of governing use of the Internet

·3.2.4 Use
Marketing Materials in a manner that may potentially confuse a Player,
potential Player, potential sub affiliate or sub affiliate.

·3.2.5 Place
Marketing Materials on any online site or other medium where the content and/or material on such online site or medium:

·

1.Copies
or resembles the Site in whole or in part;

2.Disparages
us or otherwise damages our goodwill or reputation in any way;

3.Frames
any page of the Site in whole or in part; or

4.Otherwise
not discussed in this Section

·3.2.6 Read,
intercept, modify, record, redirect, interpret, or fill in the contents
of any electronic form or other materials submitted to us by any other
person.

·3.2.7 In
any way alter, redirect or in any way interfere with the operation or accessibility of the Sites or any page thereof.

·3.2.8 Register
as a Player on behalf of any third party, or authorize or assist
(except for promoting the Site and Services in accordance with this
Agreement) any other person to register as a Player.

·3.2.9 Offer
any so-called rebate schemes or similar that offer or allow a
proportion of the player’s wagers to be returned to the player in any
form.

·
3.2.10 Take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to
the ownership or operation of the site or service on which any functions or transactions are occurring.

·3.2.11 Post,
serve or publish any advertisements, communications or promotional
content promoting the Site, our Services or Our Marks around or in
conjunction with the display of the Site and/or any part or page thereof
(for example and without limitation through any "framing"
technique or technology or pop-up windows or pop-under windows or
interstitials) to anyone who has opted out of receiving marketing
materials from you;

·3.2.12 Cause
any of the Sites (or any parts or pages thereof) to open in a visitor’s
browser or anywhere else used for accessing the Services other than as a
result of the visitor clicking on Banners or Text Links contained in or
as part of any Marketing Materials;

·3.2.13 Attempt
to intercept or redirect (including via user-installed software)
traffic from or on any online site or other place that participates in
our Affiliate Program;

·3.2.14 Use
any means to promote any of the Sites that resemble in any way the look
and/or feel of any of the Sites whether in whole or in part, nor
utilize any such means or site to create the impression that such sites
are the Sites (or any part of the Sites);

·3.2.15 Violate
the terms of use and any applicable policies of any search engines;

·3.2.16 Attempt
to communicate to Players whether directly or indirectly on our Sites
to solicit them to move to any online site not owned by us or for other
purposes without our prior approval including but not limited to via
email, chat boards, or the like; or

·3.2.17 Attempt
to market or promote our Services (or any specified part thereof) or
Sites (or specific Site) within territories which are Restricted
Territories; to attempt to circumvent any restriction which we have put
in place to prevent players from restricted territories
from signing up as Real Money Players; or attempt to disguise the
geographical location of a Player.

If
we determine, in our sole discretion, that you have engaged in any of
the foregoing activities, we may (without limiting any other
rights or remedies available to us) withhold any Affiliate Accruals and
terminate this Agreement immediately.

3.3Approved Marketing Materials. In providing
the marketing activities referred to in Section 3.2, you shall only use
the Marketing Materials provided by us. You shall not modify the
Marketing Materials or Our Marks in any way without
our prior written consent. You may only use the Marketing Materials in
accordance with the terms of this Agreement, any guidelines we provide
to you on our Sites or otherwise from time to time and any applicable
laws. We may charge you for the cost of any
CDs and other customized promotional materials purchased by you. During
the term of this Agreement, we grant you a terminable, non-exclusive,
non-transferable right to use the Marketing Materials for the sole
purpose of fulfilling your obligations under this
Agreement pursuant to the terms and conditions of this Agreement.

3.4Competitive Marketing. You shall not market
the Site and/or us, our Services, or Our Marks in any way whatsoever,
unless such activities are approved in writing by us (i) on any website
on which we promote any of the Sites; (ii)
on or through any Internet search engine on or through which we already
promote any of the Sites; (iii) in any other manner that results in you
competing with us in relation to the promotion of any of the Sites; or
(iv) otherwise where we request that you
cease the same.

3.5Non Assignment. Without prejudice to Section
8.6 below, you acknowledge and agree that Trackers are for your sole
use and you shall not assign or sub-license the Tracker IDs, Bonus Codes
nor any Affiliate Accruals to any third party
without our prior written consent.

3.6Sub-affiliates. You may refer third parties
to us so that they may also apply to join the Affiliate Program. If any
such party successfully joins the Affiliate Program, these same Terms
and Conditions apply and we will pay you a
percentage commission with respect to such Sub-affiliate in accordance
with the Payment Plan, provided that you register them through the
"Register Sub-affiliate" function within the Affiliate Portal of the
Website. You will only receive credit for Sub-affiliates
that comply with all applicable terms of this Agreement. Any party
registered as an Affiliate cannot subsequently be reclassified as a
Sub-affiliate. You shall not:

1.Register
yourself or any person or entity controlled by you as your own Sub-affiliate;

2.Use
fictitious names for the registration of Sub-affiliates;

3.Offer
any type of incentive, payment or otherwise to potential Sub-affiliates
unless such enticements are approved in writing by us,
including any so-called rebate schemes where a proportion of the
player’s wagering is returned to the player or Sub-Affiliate
in any form;

4.Attempt
to introduce any addition or variation to our terms in relation to any potential Sub- affiliate;

5.Receive
payment on behalf of your Sub-affiliate(s); and

6. Register on behalf of your Sub-affiliate.

For any avoidance of doubt, the payment and contractual relationships regarding Sub-affiliates shall remain at all times between
the Sub-affiliate and us.

3.7Commercial Use Only. The marketing
opportunity presented in the Affiliate Program is for commercial use
only. You shall not register as a Player or make deposits to any Player
Account (directly or indirectly) through your Tracker(s)
(or any Sub-affiliate’s tracker(s)) for your own personal advantage,
gain or use and/or the use of your relatives, friends, employees, agents
or advisors, or otherwise attempt to artificially increase the payments
to you or to defraud us. Violation of this
provision shall be deemed to be Fraud Traffic and we will terminate
your participation in the Affiliate Program.

3.8 Real Money Player Information. Pursuant to
Oregon law and each site’s respective terms and conditions, we reserve
the right to refuse service to any potential Player and to close the
Player Account of any Real Money Player, at any
time, in our sole discretion. All data relating to the Real Money
Players shall, as between you and us, remain our exclusive property or
proprietary customer information and you acquire no right to such
information.

3.9Trademarks and Domain Names. You acknowledge
that CDTIC and/or its parent or affiliates and licensees own all
Intellectual Property Rights comprised in any and all of the Marketing
Materials, our Services, the Site and Our Marks.
Any use of any trade mark (including, but not limited to Churchill
Downs, the Kentucky Derby), domain name or trade name that contains, is
confusingly similar to or is comprised of Our Marks (other than in
accordance with the terms of this Agreement) without
our prior written permission shall be unauthorized and further may
constitute breach of the is Agreement and/or Fraud Traffic. You shall
not register or attempt to register any trademarks or names that
contain, are confusingly similar to or are comprised of
Our Marks. You hereby agree to transfer any domain names or trade mark
application or registrations in respect of Our Marks or marks
confusingly similar to Our Marks you may hold or control to us upon
demand. You further agree not to disparage Our Marks, attack
or challenge our ownership of and title to Our Marks in any way, and
bid on Our Marks for pay per click purposes.

3.10No Employees. No officer, director,
employee, consultant or agent of CDTIC, its parent, affiliates, supplier
or vendor, is permitted to participate in the Affiliate Program.
Similarly, relatives of each of the foregoing are not
permitted to participate in the Affiliate Program. The term relative
shall include (but not be limited to) a spouse, partner, parent, child
or sibling.

3.11Payment Plan. All affiliates will be paid at the rate specified
in the TwinSpires Addendum attached hereto or as may be revised from
time to time at the sole discretion of CDTIC. for each eligible Real
Money Player attached to your Tracker. An Affiliate
in good standing will continue to earn the rate specified in the
applicable Addendum for the eligible players they sent us as long as the
following criteria are met, in our sole discretion, by the Affiliate:

1) Send new players that meet our criteria anytime in the previous 90 day period

2) Have continued to promote Affiliate Program on their site in at least previous 30 day period

4. REPORTS & PAYMENTS

4.1Reports. We will track and report pertinent
Player activity only for purposes of calculating your Affiliate Accruals
based on your chosen Payment Plan. The form, content and frequency of
the reports may vary from time to time in
our sole discretion. Generally, you will receive a monthly report with
your payment indicating the number of new Real Money Players that signed
up that month per Tracker and/or the total amount due to you after any
deductions, chargebacks or set offs that
we are entitled to make under this Agreement. In addition, daily
reports may be available online for you to view new Real Money Players
per Tracker. We hereby exclude any and all liability for the accuracy or
completeness of any such reports.

4.2Affiliate Accruals. Subject to Section 4.4
below, Affiliate Accruals will be paid to you on a calendar month basis
in accordance with your chosen Payment Plan after you have completed the
registration process. We may elect, at our
sole discretion, to not to accept your selected Payment Plan choice and
we may convert any Payment Plan and any associated Trackers provided
hereunder from a Percentage Payment Plan to a Per Sign-up Payment Plan
or vice versa or to any other Payment Plan that
we may operate from time to time, at any time, on notice to you.
Payment plans are available to view at http://www.TwinSpiresaffiliates.com/revenue.html.

4.3Sub-affiliate Accruals. Subject to Section
3.6 and any other restrictions contained herein or in the Payment Plan,
you will receive, in accordance with the Sub-affiliate’s Payment Plan
and Section 4.4 below, your commission on the
Affiliate Accruals due and payable for the Real Money Players that your
Sub-affiliate(s) refer to our Sites. Sub-Affiliate Accruals or
commissions amounts must be negotiated with a CDTIC representative or
account manager.

4.4Minimum Payment Processed and Time of Payment.
All Affiliate Accruals generated through your chosen Payment Plan will
be paid to you within forty-five (45) days of the close of each calendar
month. We may impose reasonable restrictions
on the frequency and amounts that will be paid to you for
administrative convenience and/or to protect the security of your
account. Currently, an Affiliate must have a minimum Affiliate Accrual
balance of $120 to be paid by us. Affiliates must provide and
are responsible for providing the correct payment details, applicable
tax forms and any other reasonable information requested by us in order
for us to be able to process these payments.

4.5Holdover for Fraud Traffic. In the event
that, in our sole discretion, we suspect any Fraud Traffic, then we may
delay payment of the Affiliate Accruals to you for up to one hundred and
eighty (180) days while we investigate and
verify the relevant transactions and suspend or terminate the
Agreement. We are not obligated to pay Affiliate Accruals with regards
to Real Money Players who, in our sole discretion, are not verifiably
who they claim to be or are otherwise involved with Fraud
Traffic. In the event that we determine any activity to constitute
Fraud Traffic, or to otherwise be in contravention of this Agreement,
then in our sole discretion we may in addition to terminating you from
the Program: (i) pay the Affiliate Accruals balance
in full, (ii) recalculate them in light of such suspected Fraud Traffic
and/or (iii) deny you payment of your Affiliate Accruals.

4.6 Method of Payment. All payments to you will
be due and payable in United States Dollars. Payment will be made by
check, wire, ACH or any other method as we in our sole discretion
decide. At our discretion Charges for wires, fees
or courier charges for checks will be covered by you and deducted from
your Affiliate Accruals.

4.7 Player Tracking. You understand and agree
that potential Real Money Players must link through using your Tracker
ID in order for you to receive Affiliate Accruals and validate
reporting. In no event are we liable for your failure
to use Trackers or your failure to properly install the Trackers or for
potential Real Money Player’s failure to properly enter valid Sign-up
Bonus Codes. Notwithstanding any other provision herein, we may at any
time and in our sole discretion alter our tracking
system and reporting format.

4.8Disputes.
If you disagree with the monthly reports or amount payable, do NOT
accept payment for such amount and immediately send us written notice of
your dispute. Dispute notices must be received within fifteen (15)
calendar days of our making available your monthly
report or your right to dispute such report or payment will be deemed
waived and you shall have no claims in such regard. Further, deposit of
payment check, acceptance of payment transfer or acceptance of other
payment from us by you will be deemed full and
final settlement of Affiliate Accruals due for the month indicated.
Notwithstanding the foregoing, if any overpayment is made in the
calculation of your Affiliate Accruals or a chargeback has occurred, we
reserve the right to correct such calculation at any
time by offsetting your next payment or seeking a refund from you. We
will investigate any dispute and shall promptly render a decision. You
agree to abide by the results of our investigation and you shall have no
other recourse regarding such dispute.

4.9Money Laundering. You shall comply with all
applicable laws and any policy notified by us through our Sites or
otherwise in relation to anti-money laundering.

4.10Taxes. All taxes due in connection with any
payments to you are your sole liability. You are responsible for
complying with the rules, if any, for registering for and paying state
and federal income tax and similar taxes in respect
of your income from this agreement and for collecting and paying the
income tax and social security contributions in respect of your staff,
if you have any staff. If Value Added Tax (VAT) or any other sales tax
or turnover tax is chargeable, you are responsible
for complying with the rules, if any, for registering for the tax and
collecting and paying tax in the country where the services are provided
and you acknowledge that the payments that you receive shall be deemed
to include all VAT or sales tax or turnover
tax.

4.11Minimum Wagering Requirements. We reserve
the right to impose or change minimum requirements on Players that you
refer, in order to determine the quality of traffic that you are
sending. We may impose at any time stricter wagering
requirements immediately, upon written notice to you that we may send
by email to such email address you have provided to us.

4.12 Monthly
Audits.CDTIC
will conduct a monthly audit of bad debt and reserves the right to
deduct any bad debt traced to your Real Money Players from your
Affiliate Cashier Account.

5. TERM AND TERMINATION

5.1Term and Termination. This Agreement will
take effect when you indicate your acceptance of these terms and
conditions on the Affiliate Registration Form and shall continue until
terminated in accordance with the terms of this Agreement.

5.2Termination by You. You may terminate this
Agreement, with or without cause, immediately upon written notice to us
that you may send by email marked "Termination” to info@TwinSpiresaffiliates.com.
For the avoidance of doubt, termination of the Agreement will end your
participation in the Affiliate Program as a whole. You may not terminate
any Site in isolation. In the event that you elect to terminate this
Agreement, we shall be entitled to automatically
render any Trackers inoperative. For the avoidance of doubt, on
termination of this Agreement you will no longer accrue or receive any
Affiliate Accruals. We may delay any final payments to you until we have
reasonably determined that there are no holdbacks.

5.3Termination by Us. We may terminate this
Agreement immediately in part or in whole with or without terminating
any specific Trackers and with or without cause at any time. Such
termination will be effective upon written notice
to you that we may send by email to such email address you have
provided to us. Termination shall be effective even if you no longer
have access to the email address you provided to us as it is solely your
responsibility to ensure we have your correct email
address. In the event we terminate the Agreement as a whole, we shall
be entitled to automatically render any Trackers inoperative. For the
avoidance of doubt, on termination of this Agreement you will no longer
accrue or receive any Affiliate Accruals. If
we terminate a specific Tracker, you will no longer accrue or receive
any Affiliate Accruals through that Tracker; however, your remaining
Trackers will not be affected. We will pay you any amounts due within
forty five (45) days of terminating this agreement.
If such payments are returned to us for any reason they shall be deemed
forfeited and shall revert to back to us.

5.4Suspension by Us. For any reason, including
in lieu of termination, we may at our sole discretion and without
prejudice to our further rights and remedies, suspend the Agreement or
any specific Tracker. During the period of any suspension,
we will notify you that we will withhold the payment of any Affiliate
Accruals that relate to any affected Trackers. Payment of any withheld
Affiliate Accruals, if any, will be made to you if and on the lifting of
the suspension.

5.5Automatic Termination. This Agreement and
your participation in the Affiliate Program will automatically terminate
if (i) you have not generated sufficient Affiliate Accruals to trigger a
payment to you for one hundred and twenty
days or more; or (ii) you have failed to respond to any verification
attempts sent to you by us within a reasonable period of time. Where
automatic termination occurs, any funds due to you will revert back to
us.

5.6Effect of Termination. The following will apply where we terminate:

1.You
shall cease, desist and stop promoting the Sites and all rights and
licenses given to you under this Agreement will terminate immediately.

2.You
shall return all confidential information and cease use of any of Our Marks and the Marketing Materials.

3.We
may leave open, redirect or deactivate any Trackers in our sole
discretion without any obligation to pay you for Players who
subsequently become Real Money Players.

4.Provided
that we have paid or do pay to you such sums as are due at the date of
termination and that shall be subject to any rights we have to make
deductions hereunder, we will have no further liability to pay you any
further sums.

5.Sections
3.5, 3.8, 4.5, 5.4, 6, 7 and 8 and such other provisions as are
necessary for the interpretation or enforcement of this Agreement shall
survive any termination or expiry of this Agreement.

6. LIMITATION OF LIABILITIES AND INDEMNIFICATION

6.1No Warranties. WE MAKE NO WARRANTIES OR
REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR
OTHERWISE) WITH RESPECT TO THE CDTIC AFFILIATE PROGRAM, OUR SITES, OUR
WEBSITE OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE
THEREIN OR RELATED THERETO OR THAT OUR SITES, THE WEBSITE, SYSTEM,
NETWORK, SOFTWARE OR HARDWARE (INCLUDING BUT NOT LIMITED TO THAT
PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR
WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS
FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING.
EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES,
REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO
THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE,
NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO
MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.

6.2Billing and Collection. We may take any
means necessary to collect money (including, but not limited to hiring a
collection agency and attorneys) that is owed to us by you and you
shall be responsible for any costs associated with
such collection. We may, in our sole discretion, use any available
means to block, restrict, remove or discount from your Tracker certain
players, deposits or play patterns or reject the applications of
potential players and/or Affiliates so as to reduce the
number of fraudulent, unprofitable transactions, or for any reason we
deem appropriate.

6.3Liability Limitations. In no event will we
be liable for any direct, indirect, special, incidental, consequential
or punitive loss, injury or damage of any kind (regardless of whether we
and/or you have been advised of the possibility
of such loss) including any loss of business, revenue, profits or data.
Our liability arising under this Agreement, whether in contract, tort
(including negligence) or for breach of statutory duty or in any other
way shall only be for direct damages and shall
not exceed the revenues generated and payable to you in relation to the
Site(s) that the dispute relates to over the previous 12 months at the
time that the event giving rise to the liability arises. Our obligations
under this Agreement do not constitute personal
obligations of the directors, officers, agents, employees, vendors or
suppliers of CDTIC andits parent and any affiliates.

6.4Indemnification. You shall defend, indemnify
us and our parent and affiliates and each of our respective officers,
directors, employees, agents and representatives and hold the same
harmless from and against any and all claims, demands,
liabilities, losses, damages, costs and expenses (including reasonable
legal fees) resulting or arising (directly or indirectly) from this
Agreement and any actions or inactions by you.

6.5Set off. Without prejudice to any other
rights or remedies available to us under this Agreement or otherwise, we
shall be entitled to set off any payments otherwise payable by us to
you hereunder, against any liability you owe to
us, including any claims we have against you resulting from or arising
from, your breach of this Agreement.

7. INDEPENDENT INVESTIGATION

7.1 Independent Investigation. YOU WARRANT THAT YOU
HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE SITE OR
SERVICES.

7.2 Independent Research. YOU UNDERSTAND THAT GAMBLING
LAWS MAY VARY FROM STATE TO STATE AND YOU WARRANT THAT YOU HAVE
INDEPENDENTLY EVALUATED THE LAWS OF THE UNITED STATES AND THOSE OF THE
INDIVIDUAL STATES THAT APPLY TO YOUR ACTIVITIES AND
BELIEVE THAT YOU MAY PARTICIPATE IN OUR AFFILIATE PROGRAM WITHOUT
VIOLATING ANY APPLICABLE RULES OR LAWS. YOU INDEMNIFY US AND OUR PARENT
AND AFFILIATES AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS AND HOLD THE SAME HARMLESS FROM
ANY ACTIONS, SUITS, FINES, PENALTIES, CLAIMS AND COSTS (INCLUDING
ATTORNEYS’ FEES AND LEGAL COSTS) ASSOCIATED WITH YOU PARTICIPATING IN
AND ADVERTISING ON BEHALF OF THE TWINSPIRES AFFILIATE PROGRAM.

8. MISCELLANEOUS

8.1 Notices. All notices pertaining to this
Agreement will be given by email as follows: to you at the email address
provided by you on the Affiliate Registration Form (or as subsequently
updated by you to us), and to us at info@TwinSpiresaffiliates.com.
Any notice sent by email shall be deemed received on the earlier of an
acknowledgement being sent or twenty-four (24) hours from the time of
transmission.

8.2 Relationship of Parties. There is no
relationship of exclusivity, partnership, joint venture, employment,
agency or franchise between you or us under this Agreement. You are not
entitled to any benefits beyond those specifically
detailed in this Agreement. Neither party has the authority to bind the
other (including the making of any representation or warranty, the
assumption of any obligation or liability and/or the exercise of any
right or power), except as expressly provided in
this Agreement and you shall not act as or hold yourself out as an
agent of CDTIC or Churchill Downs Incorporated.

8.3Non-Exclusive. You understand that we may at
any time (directly or indirectly), enter into agreements with other
affiliates or third parties on the same or different terms as those
provided to you in this Agreement and that such
affiliates or third parties may be similar, and even competitive to
you. You understand that we may re-direct traffic and users from any of
the Sites to any other online site that we deem appropriate in our sole
discretion without any additional compensation
to you.

8.4Confidentiality and Non Disclosure. You may
receive confidential information from us, including confidential
information as to our marketing plans, marketing concepts, geographical
presence, structure and payments. This information
is confidential and constitutes our proprietary trade secrets. You
shall not disclose this information to any third party or other
person(s), or use such information other than for the purposes of this
Agreement without our prior written consent, except as
expressly required by law (provided that you provide immediate written
notice of such requirement, cooperate with us to protect our
confidential information from such disclosure). You understand that we
retain title and all intellectual property and proprietary
rights in the confidential information. No license under any data,
source code, software, trademark, patent or copyright, or application
for same which are now or thereafter may be obtained by us is either
granted or implied by the conveying of confidential
information. You understand that a violation or threatened violation of
the confidentiality of such confidential information may cause
irreparable injury to us, entitling us to seek injunctive relief in
addition to all legal remedies available to us under
this Agreement and applicable law. Player data and identities belong to
us and will not be shared with the affiliates. See 3.8 above

8.5 Press. You may not issue any press release
or other communication to the public with respect to this Agreement, Our
Marks or your participation in the Affiliate Program without our prior
written consent.

8.6 Assignment. Except where you have received
our prior written consent, you may not assign (at law or in equity),
sub-license, sub-contract, or deal in any other manner with your rights
and obligations under this Agreement. Any purported
assignment in breach of this clause shall confer no rights on the
purported assignee.

8.7 Governing Law. These Terms and Conditions
and the Agreement (including any variation or modification thereto)
shall be deemed executed in the State of California and shall be
governed by and construed in accordance with the laws
of the State of California without giving effect to conflicts of law
principles. You irrevocably agree to the exclusive jurisdiction to the
courts located within the State of California for any claim, dispute or
matter arising out of, or in connection with,
or concerning this Agreement or its enforceability and you waive any
objection to proceedings in such courts on the grounds of venue or on
the grounds that proceedings have been brought in an inconvenient forum.
Nothing in this clause shall limit the right
of us to take proceedings against you in any other court of competent
jurisdiction, nor shall the taking of proceedings in any one or more
jurisdictions preclude the taking of proceedings in any other
jurisdictions, whether concurrently or not, to the extent
permitted by the law of such other jurisdiction.

8.8 Severability. Whenever possible, each
provision of this Agreement will be interpreted in such a manner as to
be effective and valid under applicable law but, if any provision of
this Agreement is held to be invalid, illegal or unenforceable
in any respect, such provision will be ineffective only to the extent
of such invalidity, or unenforceability, without invalidating the
remainder of this Agreement or any other provision hereof.

8.9Entire Agreement. This Agreement embodies
the complete and entire agreement and understanding between the parties
hereto with respect to the subject matter hereof and supersedes any
prior or subsequent oral or written agreement or
understanding between the parties in relation to such subject matter
except for any modification to this Agreement provided by us to you in
accordance with Section 1.3 above. Each of the parties acknowledges and
agrees that in entering into this Agreement,
it has not relied on any statement, representation, guarantee,
warranty, understanding, undertaking, promise or assurance (whether
negligently or innocently made) of any person (whether a party to this
Agreement or not) other than as expressly set out in the
Agreement. Nothing in this Section shall limit or exclude any liability
for fraud.

8.10 Third-Party Rights. Except insofar as this
Agreement expressly provides that a third party may in their own right
enforce a term of this Agreement, a person who is not a party to this
Agreement has no right to rely upon or enforce
any term of this Agreement.

8.11 No Waiver By Us. If there is a breach of
any provision of this Agreement, it shall not be considered a waiver of
any subsequent breach of the same or any other provision.

8.12English Language. This Agreement is drafted
in the English language. If this Agreement is translated into another
language, the English language text shall in any event prevail.

Churchill Downs Technology Initiatives Company
Last modified May 2015

TwinSpires Addendum

August 6, 2014

This addendum covers the payment plan available to affiliates for sending new Real Money Players to TwinSpires.com.

CPA Payment Plan:

Affiliates
will receive $60 per Real Money Player for the first 10 Real Money
Players the particular affiliate sends to TwinSpires.com during a
calendar month.

Affiliates will receive $70 per Real Money Player for the 11th – 25th Real Money Players the particular affiliate sends to TwinSpires.com during a calendar month.

Affiliates will receive $70 per Real Money Player for the 26th (and over 26th) Real Money Players the particular affiliate sends to TwinSpires.com during a calendar month.

"Real
Money Player(s)" means any new player who is attached to your Tracker
(or if applicable, your Sub-Affiliate’s Tracker) who successfully funds
an account, and: (i) has not been a Player
with us before; (ii) is not located in a Restricted Territory and not
under the appropriate age; (iii) who has made the Minimum Required
Deposit required by the TwinSpires.com website; (iv) who has met the
minimum wagering requirements of ($100) One Hundred
US Dollars within Thirty days of Registration for TwinSpires.com.
(Wagering Requirements are subject to change at the Affiliate Program's
discretion).

This Churchill Downs Incorporated communication (including any
attachments) is intended for the use of the intended recipient(s) only
and may contain information that is confidential, privileged or legally
protected. Any unauthorized use or dissemination of
this communication is strictly prohibited. If you have received this
communication in error, please immediately notify the sender by return
e-mail message and delete all copies of the original communication.
Thank you for your cooperation.